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Aleksa Palladino and Glenn Fitzgerald share a snaky moment in Amy Talkington's Second Skin, which screens at the Deep Ellum Film Festival.

Michael Cain moved back to the metroplex in October 1998 for one reason: to tend to his ailing father, who had been diagnosed with cancer. All at once, he gave up a promising film career in Los Angeles -- he had done everything from working as location manager on Carl Franklin's One False Move to executive-producing nearly two dozen B-pictures -- and returned home. But Cain was determined not to let go so easily; as he likes to say, his old man didn't want to sacrifice one life for another. So Cain, who once worked at an auto-body shop giving estimates before attending the American Film Institute in Los Angeles a decade ago, began making some calls to his friends and contacts in L.A., hoping to put together a film festival in his hometown. That, and perhaps he could expose the local crowd to films they'd never seen by directors and writers they'd never heard of.

On November 11, Cain's reverie becomes tangible when theDeep Ellum Film Festival debuts director Chris Smith's American Movie (reviewed on page 68) at the Lakewood Theater, with Smith in attendance for a little question-and-answer session following the 7:30 p.m. screening.

"We're going for something different," Cain says. "We're exposing people to some of the seminal independent films from the past and bringing in filmmakers with an independent vision, people who experiment on the cutting edge, people who are about tomorrow."

In keeping with that theme, the Deep Ellum Film Festival -- which runs through November 14 -- will feature films by the likes of homegrown Wes Anderson (Bottle Rocket); Noah Stern's The Invisibles; Angel on My Shoulder, Donna Deitch's 1997 documentary about her dying friend, Nashville and Between the Lines star Gwen Welles; Austin-via-Dallas filmmaker Kim Flores' documentary about the treatment of Latino women in film (Maid! Madonna! Whore!); local filmmaker Danny DeLoach's brilliant short Nu Clear Farm; and dozens of other new or little-seen short-form and feature-length indies.

Among the shorts scheduled to play the festival are three from former Dallasite Amy Talkington: Number One Fan (1997) and Second Skin (1998) (both of which feature exceptional performances from Ice Storm's Glenn Fitzgerald and Manny & Lo's Aleksa Palladino) and a brand-new six-minute film made for Fox's movie channel (FXM), Bust. Talkington perhaps best fits Cain's definition of a filmmaker who's about tomorrow. The Columbia University film school grad has been feted at Sundance and South by Southwest; Second Skin garnered her a New Line Cinema best director award; and she's about to begin filming Diary of a Mad Freshman, her feature debut adapted from a Rolling Stone article.

But perhaps most impressive on the schedule is Cain's willingness to pay homage to the past while looking toward, well, tomorrow: The festival will pay homage to Dallas-born writer-actor L.M. Kit Carson, who founded the USA Film Festival three decades ago, by screening his most notable works, among them his adaptation of Breathless; Paris, Texas (which he co-wrote with Sam Shepard); and David Holzman's Diary. The last is Carson's 1968 debut as writer and actor and among the very first films selected to the Library of Congress' National Film Registry. The opportunity to see David Holzman, a mockumentary about a filmmaker who turns the camera on himself, on the big screen is reason enough to attend the festival; that the wonderfully affable Carson will stick around till Sunday for a post-Paris, Texas discussion session at the Lakewood makes the event truly special.

"Our festival wants a unique voice, which is why we chose Kit for the first year," Cain says of his old friend. "This is what you can aspire to, and this is the path -- it's a long path. He has a great perspective on the whole thing."

Adds Carson: "I am doing this with Michael because he's a great guy, and what he's doing is really worthy. And I am from Dallas. I love to go back to Dallas and hang out in an alley in Deep Ellum. That makes me happy."